COLONIAL TRUST III
N-30D, 1995-07-12
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<PAGE>
                                   [COVER]


                                -------------
                                     THE
                                COLONIAL FUND
                                -------------
                              SEMIANNUAL REPORT
                                APRIL 30, 1995




                                                                          GROWTH
                                                                  AND INCOME FOR
                                                          CONSERVATIVE INVESTORS

<PAGE>


                          THE COLONIAL FUND HIGHLIGHTS

                        NOVEMBER 1, 1994 - APRIL 30, 1995

INVESTMENT OBJECTIVE: The Colonial Fund seeks primarily income and capital
appreciation and, secondarily, preservation of capital.

STRATEGY: The Fund pursues its objective by investing in common stocks that meet
certain quantitative value standards, indicating financial strength, high
intrinsic value, and consistent income.

DESIGNED TO OFFER:
  - Solid long-term returns
  - Protection in down markets
  - Quarterly dividend income
  - A broad range of investor services

PORTFOLIO MANAGER COMMENTS: "Interest rates gradually moved lower during the
first four months of 1995, stimulating stock market growth and spurring the
Standard & Poor's 500 Index to all-time highs. The Fund's portfolio of
value-oriented stocks fully participated in this rally."

                          THE COLONIAL FUND PERFORMANCE

<TABLE>
<CAPTION>
                                                   CLASS A           CLASS B
<S>                                                <C>               <C> 
Inception date                                     4/30/82*           5/5/92
Distributions declared per share                   $0.6075           $0.5788
Total return, assuming
reinvestment of all distributions
and no sales charge or CDSC
- - 6 months                                            8.83%             8.42%
- - 12 months                                          10.07%             9.14%
Net asset value per share at 4/30/95               $  8.09           $  8.08
</TABLE>

* Date Fund adopted current investment policies.

TOP TEN PORTFOLIO HOLDINGS

 1. Lockheed Martin Corporation
 2. American Brands, Inc.
 3. Deere & Company
 4. NYNEX Corporation
 5. Textron, Inc.
 6. J.C. Penney Company, Inc.
 7. CIGNA Corporation 
 8. Cummins Engine Company, Inc.
 9. Baxter International Inc.
10. Louisiana-Pacific Corporation

                                        2

<PAGE>

                               PRESIDENT'S MESSAGE

                              TO FUND SHAREHOLDERS


                         [PHOTO JOHN A. MCNEICE, JR.]

Investors benefited from favorable conditions in the stock market during the six
month period ended April 30, 1995. Despite concerns about inflation in the
United States through much of 1994, it appears that the Federal Reserve Board's
monetary policy has reduced growth and kept inflation under control. As a
result, the performance of U.S. stocks has continued to improve, despite a
decline in the value of the dollar. In fact, in recent months the United States
had one of the world's strongest stock markets. In contrast, Japan's economy has
been slowing, reflecting negative pressures from the unexpected strength of the
yen and the impact of the Kobe earthquake. However, many other foreign markets,
including those of Western Europe, have improved.

Colonial management believes that the current period of economic expansion in
the United States may have peaked. The outlook for the economy and stock market
remains positive, although the pace of growth may be more subdued. It is
management's view that continued stock market improvement reflects a consistent
level of confidence among U.S. equity investors.

Portfolio Manager Daniel Rie has been closely monitoring the markets and has
taken steps to provide investors with good relative returns. In the following
report, he reviews the performance of your Fund during the semiannual period and
provides insights about some of the Fund's investment opportunities.

Respectfully,

/s/ John A. McNeice, Jr.

John A. McNeice, Jr.
President
June 10, 1995

                                        3

<PAGE>

                           PORTFOLIO MANAGEMENT REPORT

DANIEL RIE is Senior Vice President, Director of Equity Investments, and Lead
Portfolio Manager of The Colonial Fund. His credentials include a Ph.D. in
Finance and an undergraduate degree from the Massachusetts Institute of
Technology.

MATURING RECOVERY BENEFITS FUND: As the economic recovery matured, investor
sentiment shifted away from cyclical stocks, which typically perform well in the
early stages of a recovery, toward non-cyclical growth sectors, including
tobacco and pharmaceuticals. Although the Fund's strict investment criteria only
allow investments in value stocks, prices for portfolio holdings such as Micron
Technology improved so much that these stocks began displaying growth stock
characteristics.

DIVERSIFIED PORTFOLIO REDUCES RISK: The Fund invests in a diverse selection of
securities spread over many sectors and countries. We believe this strategy will
provide more consistent results over time than a strategy that makes large bets
in individual countries or sectors. At the end of the six-month period, your
Fund owned 188 securities in 9 economic sectors and 12 countries.

FOREIGN INVESTMENTS BOOST FUND PERFORMANCE: Many U.S. stocks suffered because of
the decline in value of the dollar. However, this problem was not reflected in
your Fund's performance. Approximately 12% of assets were invested in foreign
stocks, which tended to increase in value as the currencies of their respective
countries strengthened relative to the dollar.

TELEPHONE & TECHNOLOGY STOCKS ENHANCE RETURNS: Among U.S. investments, telephone
stocks made a significant contribution to performance as prospects for that
sector improved. Technology stocks also contributed to the Fund's total return.
In large measure, the recovery in these stocks was driven by an increase in
demand for semiconductors, which benefited the Fund's position in Intel, Micron
Technology, and Texas Instruments. The weakness of computer stocks created a
buying opportunity, and new investments were made in Apple Computer, Compaq
Computer, and Sun Microsystems. Other investments that helped performance
included aerospace stocks like Martin Marietta, which benefited from its merger
with Lockheed, and health care companies such as American Home Products and
Upjohn. The Fund also took advantage of relatively low prices in the retail
sector by investing in J.C. Penney and Allied Department Stores.

BARGAINS ABROAD OFFER GROWTH POTENTIAL: New positions were added in Australia,
Canada, and Europe to increase the Fund's foreign diversification. In
particular, we took advantage of some attractively priced water utility 

                                       4

<PAGE>

stocks in the United Kingdom that offered good dividend yields and low
price/earnings ratios, in keeping with the Fund's investment strategy.

LOOKING AHEAD: We will continue to closely monitor the markets in which the Fund
invests. As the current economic cycle matures, assets will be moved into
sectors likely to benefit from prevailing conditions. We will continue to seek
out securities that will provide shareholders with good relative value.

                    THE COLONIAL FUND INVESTMENT PERFORMANCE
                   Change in Value of $10,000 from 4/85 - 4/95
               Based on Maximum Offering Price for Class A Shares

                               [GRAPHIC OMITTED]


                           AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
                           CLASS A SHARES                 CLASS B SHARES
                       Objective Change 4/30/82          Inception 5/5/92
                         NAV            MOP            NAV           w/CDSC
- ---------------------------------------------------------------------------
<S>                     <C>            <C>            <C>            <C>  
1 YEAR                  10.07%          3.74%          9.14%          4.14%
- --------------------------------------------------------------------------
5 YEARS                 11.48%         10.17%           --            --
- --------------------------------------------------------------------------
10 YEARS                13.10%         12.43%           --            --
- --------------------------------------------------------------------------
SINCE INCEPTION/
OBJECTIVE CHANGE        14.74%         14.22%          8.89%          8.03%
- --------------------------------------------------------------------------
</TABLE>

Past performance cannot predict future results. Return and value of an
investment will vary, resulting in a gain or loss on sale. All results shown
assume reinvestment of distributions. Net asset value (NAV) return does not
include sales charges or contingent deferred sales charges (CDSC). Maximum
offering price (MOP) return includes the maximum sales charge of 5.75%. The CDSC
return reflects the maximum charge of 5.00% for one year and 3.00% since
inception. Performance for different share classes will vary based on
differences in sales charges and fees associated with each class.

                                        5

<PAGE>

                              INVESTMENT PORTFOLIO
                    APRIL 30, 1995 (UNAUDITED, IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCKS - 83.5%                 COUNTRY          SHARES            VALUE
- -------------------------------------------------------------------------------
<S>                                    <C>             <C>            <C>
CONSTRUCTION - 0.8%
 BUILDING CONSTRUCTION - 0.7%
 Enterprise Jean Lefebvre SA             Fr               7            $    521
 Koninklijke Volker Stevin NV            Ne              74               4,495
 Lennar Corp.                                            84               1,388
                                                                       --------
                                                                          6,404
                                                                       --------
 HEAVY CONSTRUCTION-NON BUILDING CONSTRUCTION  - 0.1%
 Cubiertas y Mzov SA                     Sp             20                1,264
                                                                       --------

FINANCE, INSURANCE & REAL ESTATE - 15.5% 
 DEPOSITORY INSTITUTIONS - 4.7%
 Banco de Santander SA                   Sp             18                  655
 Bank of Boston Corp.                                   56                1,876
 Bank of Montreal                        Ca            398                8,148
 Banque Nationale de Belgique            Be              1                1,534
 Canadian Imperial Bank of Commerce      Ca            273                6,828
 First Empire State Corp.                                4                  642
 First Interstate BanCorp.                              17                1,330
 Great Western Financial Corp.                         143                3,019
 J.P. Morgan & Co., Inc.                                93                6,090
 National Australia Bank Ltd.            Au          1,000                8,646
 Nations Bank Corp.                                     24                1,210
 Regions Financial Corp.                                66                2,294
 Toronto Dominion Bank                   Ca             50                  733
                                                                       --------
                                                                         43,005
                                                                       --------
 HOLDING & OTHER INVESTMENT COMPANIES - 1.3%
 Avalon Properties, Inc.                                59                1,148
 Amev NV                                 Ne             99                5,211
 Manufactured Home Communities                          63                  984
 Sofina SA                               Be              8                4,084
                                                                       --------
                                                                         11,427
                                                                       --------
 INSURANCE AGENTS & BROKERS - 0.1%
 Acordia, Inc.                                          30                  934

 INSURANCE CARRIERS - 8.3%
 Ambac, Inc.                                           106                4,311
 Aetna Life And Casualty Co.                           137                7,809
 American Bankers Insurance Group, Inc.                165                5,228
 American General Corp.                                 38                1,267
 Aon Corp.                                             105                3,853
 Capitol American Financial Corp.                       88                1,923
 Cigna Corp.                                           239               17,379
 Conseco, Inc.                                         117                5,062
</TABLE>

                                       6


<PAGE>


                      Investment Portfolio/April 30, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
COMMON STOCKS - CONT.                 COUNTRY          SHARES            VALUE
- -------------------------------------------------------------------------------
<S>                                     <C>             <C>            <C>
 Lincoln National Corp.                                  73            $  2,975
 MBIA, Inc.                                             148               9,281
 Orion Capital Corp.                                     20                 719
 Providian Corp.                                         41               1,413
 Reliastar Financial Corp.                               56               2,023
 St. Paul Companies                                     134               6,425
 Safeco Corp.                                            13                 746
 USLife Corp.                                           141               5,373
                                                                       --------
                                                                         75,787
                                                                       --------
 NONDEPOSITORY CREDIT INSTITUTIONS - 0.6%
 Green Tree Financial Corp.                             144               5,894
                                                                       --------

 REAL ESTATE - 0.0%
 Societe Francaise d'Investissements
  Immobiliers et de Gestion              Fr               4                 263
                                                                       --------

 SECURITY BROKERS & DEALERS - 0.5%
 A.G. Edwards, Inc.                                       1                  29
 Alex Brown, Inc.                                        75               3,086
 American Express Co.                                    50               1,738
                                                                       --------
                                                                          4,853
                                                                       --------

MANUFACTURING - 45.2%                           
 APPAREL - 0.3%
 V F Corp.                                               62               3,111
                                                                       --------

 CHEMICALS - 5.2%
 Akzo Nobel NV                                           63               3,677
 American Home Products Corp.                            60               4,628
 Borden Chemicals & Plastic                             115               1,942
 Bristol-Myers Squibb Co.                                19               1,263
 Glaxo Wellcome PLC ADR                  UK              42                 985
 Marion Merrell Dow, Inc.                                93               2,216
 Rohm & Haas Co.                                         24               1,366
 Sherwin-Williams Co.                                    34               1,226
 Union Carbide Corp.                                    533              17,046
 Upjohn Co.                                             343              12,418
 Wellman, Inc.                                           30                 821
                                                                       --------
                                                                         47,588
                                                                       --------

 ELECTRONIC & ELECTRICAL EQUIPMENT - 2.4%
 Alcatel Alsthom Compagnie Generale
 d'Electricite                           Fr              65               1,205
 CTS Corp.                                               31               1,027
 General Electric Co.                                    22               1,243
 Helen of Troy Ltd.                                      17                 285
 Texas Instruments, Inc.                                132              13,992
 United Industrial Corp.                                140                 858
 Whirlpool Corp.                                         51               2,792
                                                                       --------
                                                                         21,402
                                                                       --------
</TABLE>

                                       7


<PAGE>

                       Investment Portfolio/April 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMMON STOCKS - CONT.                 COUNTRY          SHARES            VALUE
- -------------------------------------------------------------------------------
<S>                                    <C>              <C>            <C>
MANUFACTURING - CONT.
 FABRICATED METAL - 0.3%
 Amcast Industrial Corp.                                 20            $    408
 Ball Corp.                                              50               1,713
 Masco Corp.                                             34                 867
                                                                       --------
                                                                          2,988
                                                                       --------

 FOOD & KINDRED PRODUCTS - 3.1%
 Bongrain SA                             Fr             (b)                 225
 CPC International                                       16                 926
 Golden Enterprises, Inc.                                 5                  34
 H J Heinz Co.                                           26               1,092
 IBP, Inc.                                              271              10,020
 International Multifoods Corp.                          58               1,179
 Korn-OG Foderstof Kompagniet AS         De               9               1,652
 Lancaster Colony Corp.                                  19                 659
 Pepsico, Inc.                                           29               1,195
 Seagrams Co. Ltd.                                      431              11,694
                                                                       --------
                                                                         28,676
                                                                       --------

 FURNITURE & FIXTURES - 0.0%
 Kimball International, Series B                          4                 106
                                                                       --------

 LEATHER - 0.4%
 Justin Industries, Inc.                                308               3,404
                                                                       --------

 MACHINERY & COMPUTER EQUIPMENT - 12.3%
 Apple Computer, Inc.                                   353              13,502
 Bucher Holdings AG                      Sz               6               3,619
 Caterpillar, Inc.                                       60               3,510
 Cummins Engine Co., Inc.                               373              16,701
 Diebold, Inc.                                           29               1,204
 Deere & Co.                                            265              21,705
 Dresser Industries, Inc.                               499              10,913
 Hewlett-Packard Co.                                    117               7,750
 Kaydon Corp.                                            22                 613
 Seagate Technology, Inc. (a)                           495              15,762
 Sun Microsystems, Inc. (a)                             175               6,994
 Tandem Computers, Inc. (a)                             532               6,783
 Wynn's International, Inc.                             129               2,989
                                                                       --------
                                                                        112,045
                                                                       --------

 MEASURING & ANALYZING INSTRUMENTS - 2.5%
 Baxter International, Inc.                             447              15,537
 Emerson Electric Co.                                    22               1,493
 Raytheon Co.                                            78               5,638
                                                                       --------
                                                                         22,668
                                                                       --------

 PAPER & PAPER MILLS - 1.8%
 Kimberly Clark Corp.                                    24               1,336
 Louisiana-Pacific Corp.                                511              13,028
</TABLE>


                                      8


<PAGE>

                      Investment Portfolio/April 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMMON STOCKS - CONT.                 COUNTRY          SHARES            VALUE
- -------------------------------------------------------------------------------
<S>                                     <C>             <C>            <C>
 Minnesota Mining & Manufacturing Co.                    19            $  1,109
 Pope & Talbot, Inc.                                     32                 525
 Willamette Industries, Inc.                              5                 261
                                                                       --------
                                                                         16,259
                                                                       --------

 PETROLEUM REFINING - 2.1%
 Amoco Corp.                                             62               4,036
 British Petroleum Co. PLC               UK              13               1,110
 Elcor Corp. (a)                                         59               1,008
 Exxon Corp.                                             36               2,507
 Mobil Corp.                                             58               5,455
 Texaco, Inc.                                            78               5,313
                                                                       --------
                                                                         19,429
                                                                       --------

 PRIMARY METAL - 0.1%
 LTV Corp. (a)                                           25                 357
 Worthington Industries, Inc.                            16                 310
                                                                       --------
                                                                            667
                                                                       --------

 PRIMARY SMELTING - 0.7%
 National Power PLC ADR                  UK              34                 987
 Phelps Dodge Corp.                                      98               5,527
                                                                       --------
                                                                          6,514
                                                                       --------

 PRINTING & PUBLISHING - 0.6%
 CSS Industries, Inc.(a)                                 25                 419
 E.W. Scripps Co.                                        22                 635
 John H. Harland Co.                                     78               1,738
 New York Times Co., Class A                             36                 810
 Standard Register Co.                                   84               1,558
                                                                       --------
                                                                          5,160
                                                                       --------

 RUBBER & PLASTIC - 1.5%
 Goodyear Tire & Rubber Co.                             354              13,463
 Myers Industries, Inc.                                  34                 493
                                                                       --------
                                                                         13,956
                                                                       --------

 TEXTILE MILL PRODUCTS - 0.0%
 Interface, Inc.                                         25                 350
                                                                       --------

 TOBACCO PRODUCTS - 2.3%
 American Brands, Inc.                                  529              21,412
                                                                       --------

 TRANSPORTATION EQUIPMENT - 9.6%
 A.O. Smith Corp.                                        32                 754
 Clarcor, Inc.                                           16                 340
 Eaton Corp.                                             70               3,993
 Ford Motor Co.                                         200               5,400
 Harsco Corp.                                            20                 933
 Lockheed Martin Corp.                                  396              22,846
 McDonnell Douglas Corp.                                188              11,644
</TABLE>

                                       9


<PAGE>

                      Investment Portfolio/April 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMMON STOCKS - CONT.                 COUNTRY          SHARES            VALUE
- -------------------------------------------------------------------------------
<S>                                     <C>             <C>            <C>
MANUFACTURING - CONT.
 TRANSPORTATION EQUIPMENT - CONT.
 Modine Manufacturing Co.                               115            $  3,889
 Paccar, Inc.                                            74               3,385
 Peugeot SA                              Fr              20               2,884
 Rockwell International Corp.                            25               1,091
 Simpson Industries, Inc.                               204               2,214
 Societe Europeane de Propulsion SA      Fr               2                 111
 Textron, Inc.                                          337              19,186
 Thiokol Corp.                                          273               7,599
 Toyota Motor Corp.                                      35               1,418
                                                                       --------
                                                                         87,687
                                                                       --------

MINING & ENERGY - 0.7%                          
 METAL MINING - 0.3%
 Cleveland-Cliffs, Inc.                                  35               1,282
 Cyprus Amax Minerals Co.                                52               1,461
                                                                       --------
                                                                          2,743
                                                                       --------

 NONMETALLIC, EXCEPT FUELS - 0.4%
 Potash Corp. of Saskatchewan, Inc.      Ca              74               3,938
                                                                       --------

RETAIL TRADE - 5.8%                             
 APPAREL & ACCESSORY STORES - 0.1%
 DEB Shops, Inc.                                         25                 108
 J. Baker, Inc.                                          74                 921
                                                                       --------
                                                                          1,029
                                                                       --------

 GENERAL MERCHANDISE STORES - 5.3%
 Dillard Department Stores Inc., Class A                340               8,785
 J.C. Penney Co., Inc.                                  514              22,501
 May Department Stores Co.                                9                 337
 Sears, Roebuck & Co.                                    67               3,608
 Venture Stores, Inc.                                   351               3,818
 Waban, Inc. (a)                                        583               9,687
                                                                       --------
                                                                         48,736
                                                                       --------

 HOME FURNISHINGS & EQUIPMENT - 0.2%
 Sun Television and Appliances                          164               1,373
                                                                       --------

 MISCELLANEOUS RETAIL - 0.2%
 Rite Aid Corp.                                          98               2,272
                                                                       --------

SERVICES - 0.8%                                 
 ENGINEERING, ACCOUNTING, RESEARCH & MANAGEMENT - 0.3%
 International-Muller NV                 Ne              36               2,323
                                                                       --------

 HOTELS, CAMPS & LODGING - 0.4%
 Club Med, Inc.                                          56               1,595
</TABLE>

                                       10


<PAGE>

                       Investment Portfolio/April 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMMON STOCKS - CONT.             COUNTRY                 SHARES        VALUE
- --------------------------------------------------------------------------------
 <S>                              <C>                     <C>        <C>
 Harbour Centre Development          HK                    416        $      481
 New World Development Co., Ltd.     HK                    500             1,298
                                                                      ----------
                                                                           3,374
                                                                      ----------
 PERSONAL SERVICES - 0.1%
 Service Corp. International                                40             1,130
                                                                      ----------

TRANSPORTATION, COMMUNICATION, ELECTRIC,
GAS & SANITARY SERVICES - 13.0%
 AIR TRANSPORTATION - 0.1%
 British Airways PLC                 UK                      7               433
 Federal Express Corp. (a)                                  10               694
                                                                      ----------
                                                                           1,127
                                                                      ----------

 COMMUNICATIONS - 5.4%
 Ameritech Corp.                                           105             4,725
 Bell Atlantic Corp.                                        80             4,390
 GTE Corp.                                                  36             1,225
 NYNEX Corp.                                               457            18,676
 Pacific Telesis Group, Inc.                                60             1,856
 Southern New England
   Telecommunications Corp.                                148             4,892
 Southwestern Bell Corp.                                   262            11,578
 Telefonos de Mexico SA              Mx                     79             2,375
                                                                      ----------
                                                                          49,717
                                                                      ----------

 ELECTRIC, GAS & SANITARY SERVICES - 1.1%
 Gas y Electricidad SA               Sp                    224            10,379
                                                                      ----------

 ELECTRIC SERVICES - 1.7%
 Detroit Edison Co.                                        101             2,850
 Empresa Nacional Electrica  ADR     Sp                     23             1,066
 NIPSCO Industries, Inc.                                    35             1,126
 New England Electric System                                57             1,720
 Peco Energy Co.                                           105             2,691
 Pinnacle West Capital Corp.                               126             2,705
 Unicom Corp.                                               80             2,100
 Union Electrica Fenosa SA           Sp                    177               740
                                                                      ----------
                                                                          14,998
                                                                      ----------

 GAS SERVICES - 0.3%
 Energen Corp.                                              78             1,707
 Laclede Gas Co.                                            47               878
                                                                      ----------
                                                                           2,585
                                                                      ----------

 PIPELINES - 0.1%
 Enron Global Power and Pipelines                           53             1,272
                                                                      ----------

 RAILROAD - 0.9%
 CSX Corp.                                                  68             5,414
 Norfolk Southern Corp.                                     47             3,167
                                                                      ----------
                                                                           8,581
                                                                      ----------
</TABLE>


                                       11



<PAGE>
<TABLE>
<CAPTION>

                      Investment Portfolio/April 30, 1995
- ----------------------------------------------------------------------------------------
COMMON STOCKS - CONT.                       COUNTRY                   SHARES     VALUE
- ----------------------------------------------------------------------------------------
<S>                                            <C>                    <C>       <C>
TRANSPORTATION, COMMUNICATION, ELECTRIC,
GAS & SANITARY SERVICES - CONT.
 SANITARY SERVICES - 2.4%
 North West Water PLC                          UK                     1,096     $  9,802
 Northumbrian Water Group PLC                  UK                       352        5,034
 Severn Trent Water PLC                        UK                       403        3,456
 Yorkshire Water PLC                           UK                       412        3,629
                                                                                --------
                                                                                  21,921
                                                                                --------
 TRANSPORTATION SERVICES - 0.1%
 Cross Harbour Tunnel Co.                      HK                       307          583
                                                                                --------
 WATER TRANSPORTATION - 0.9%
 American Presidents Cos.                                               292        6,787
 Overseas Shipholding Group, Inc.                                        45          894
                                                                                --------
                                                                                   7,681
                                                                                --------
WHOLESALE TRADE - 1.7%
 DURABLE GOODS - 1.6%
 Beers N.V. (a)                                Ne                        43        5,481
 Handleman Co.                                                          278        2,949
 Pioneer Standard Electronics, Inc.                                     338        6,581
                                                                                --------
                                                                                  15,011
                                                                                --------
 NONDURABLE GOODS - 0.1%
 Nash-Finch Co.                                                          60          948
                                                                                --------
TOTAL COMMON STOCKS (cost of $653,920)                                           764,974
                                                                                --------
</TABLE>
<TABLE>
<CAPTION>

                                                        MATURITIES
BONDS AND NOTES - 11.5%                         RATE      FROM/TO     PAR
- ----------------------------------------------------------------------------------------
U.S. GOVERNMENT & AGENCY OBLIGATIONS - 11.2%
- ---------------------------------------------------------------------------
<S>                                            <C>      <C>        <C>          <C>
 GOVERNMENT AGENCIES - 7.2%
 Federal National Mortgage Association
                                               6.500%   2007-2009  $ 68,786       65,840
                                                                                --------
 GOVERNMENT OBLIGATIONS - 4.0%
 U.S. Treasury Notes                           7.875%    4/15/98     35,085       36,143
                                                                                --------
TOTAL U.S. GOVERNMENT & AGENCY
OBLIGATIONS (cost of $105,665)                                                   101,983
                                                                                --------
CORPORATE FIXED-INCOME BONDS & NOTES - 0.2%
- ---------------------------------------------------------------------------
MANUFACTURING - 0.2%
 CHEMICALS - 0.1%
 Freeport-McMoRan                              (c)       08/05/06     2,700          999
                                                                                --------
 PRINTING & PUBLISHING - 0.1%
 Time Warner, Inc.                             8.750%    01/10/15     1,100        1,102
                                                                                --------
</TABLE>


                                       12


<PAGE>
<TABLE>


                      Investment Portfolio/April 30, 1995
- -----------------------------------------------------------------------------------------
<S>                                             <C>                 <C>           <C>
TOTAL CORPORATE FIXED-INCOME
BONDS & NOTES (cost of $2,133)                                                      2,101
                                                                               ----------
CORPORATE ADJUSTABLE RATE BONDS & NOTES - 0.1%
- ----------------------------------------------
TRANSPORTATION, COMMUNICATION, ELECTRIC, GAS &
SANITARY SERVICES - 0.1%
 PIPELINES

 SFP Pipeline Holdings (d)
  (cost of $720)            11.163%  08/15/10                       600        $      762
                                                                               ----------

TOTAL BONDS & NOTES (cost of $108,518)                                            104,846
                                                                               ----------
PREFERRED STOCKS - 0.1%                                          SHARES
- -----------------------------------------------------------------------------------------
SERVICES - 0.1%
 BUSINESS SERVICES
 General Motors, $3.25 (cost of $1,148)                              21             1,288
                                                                               ----------
WARRANTS (a) - 0.0%                              COUNTRY
- -----------------------------------------------------------------------------------------
MANUFACTURING - 0.0%
 MACHINERY & COMPUTER EQUIPMENT
 Bucher Holdings AG (expires 10/01/95)
 (cost of $104)                                      Sz               6                 2
                                                                               ----------

TOTAL INVESTMENTS - 95.1% (cost of $763,690)(e)                                   871,110
                                                                               ----------
SHORT-TERM OBLIGATIONS - 4.2%                                       PAR
- -----------------------------------------------------------------------------------------
 Repurchase agreement with Bankers Trust
 Securities Corp., dated 04/28/95, due 05/01/95
 at 5.920% collateralized by U.S. Treasury
 notes with various maturities to 1998, market
 value $41,730 (repurchase proceeds $38,003)                  $  37,984            37,984
                                                                               ----------

OTHER ASSETS & LIABILITIES, NET - 0.7%                                              6,559
- -----------------------------------------------------------------------------------------
NET ASSETS - 100.0%                                                            $  915,653
- -----------------------------------------------------------------------------------------

NOTES TO INVESTMENT PORTFOLIO:
- -----------------------------------------------------------------------------------------
</TABLE>

(a) Non-income producing.
(b) Rounds to less than one.
(c) Zero coupon bond.
(d) Interest rates change quarterly. The rate listed is as of April 30, 1995.
(e) Cost for federal income tax purposes is $763,732.



                                       13


<PAGE>
<TABLE>
<CAPTION>


                      Investment Portfolio/April 30, 1995
- --------------------------------------------------------------------------
NOTES TO INVESTMENT PORTFOLIO - CONT.
- --------------------------------------------------------------------------

Summary of Securities by Country     Country        Value       % of Total
- --------------------------------------------------------------------------
<S>                                     <C>       <C>           <C>
United States                                     $767,305            88.1
United Kingdom                          UK          25,436             2.9
Netherlands                             Ne          17,510               2
Spain                                   Sp          14,104             1.6
Canada                                  Ca          19,647             2.3
Australia                               Au           8,646               1
France                                  Fr           5,209             0.6
Belgium                                 Be           5,618             0.6
Switzerland                             Sz           3,621             0.4
Hong Kong                               HK           2,362             0.3
Denmark                                 De           1,652             0.2
                                                  --------      ----------
                                                  $871,110           100.0
                                                  --------      ----------

</TABLE>

Certain securities are listed by country of underlying exposure but may
trade predominantly on other exchanges.

See notes to financial statements.



                                       14









<PAGE>
                     STATEMENT OF ASSETS & LIABILITIES
                        APRIL 30, 1995 (UNAUDITED)

         (In thousands except for per share amounts and footnote)

<TABLE>

<S>                                                <C>             <C>
ASSETS
Investments at value (cost $763,690)                               $     871,110
Short-term obligations                                                    37,984
                                                                   -------------
                                                                         909,094

Cash held in foreign banks (cost $63)              $         63
Receivable for:
  Investments sold                                       13,064
  Dividends                                               2,011
  Fund shares sold                                        1,368
  Interest                                                  520
  Foreign tax reclaims                                      119
  Other                                                      86           17,231
                                                   ------------    -------------
    Total Assets                                                         926,325


LIABILITIES
Payable for:
  Investments bought                                      8,797
  Fund shares repurchased                                 1,799
Accrued:
  Deferred Trustees fees                                      7
  Other                                                      69
                                                   ------------
    Total Liabilities                                                     10,672
                                                                   -------------

NET ASSETS                                                         $     915,653
                                                                   -------------
Net asset value & redemption price per share -
Class A ($618,768/76,464)                                                  $8.09
                                                                   -------------

Maximum offering price per share - Class A
($8.09/0.9425)                                                             $8.58 *
                                                                    ------------

Net asset value & offering price per share -
Class B ($296,885/36,747)                                                  $8.08
                                                                   -------------


COMPOSITION OF NET ASSETS
Capital paid in                                                    $     770,119
Undistributed net investment income                                          930
Accumulated net realized gain                                             37,189
Net unrealized appreciation (depreciation) on:
  Investments                                                            107,420
  Foreign currency transactions                                               (5)
                                                                   -------------
                                                                   $     915,653
                                                                   =============


*On sales of $50,000 or more the offering price is reduced.
See notes to financial statements.
</TABLE>
                                       15




<PAGE>


                          STATEMENT OF OPERATIONS
            FOR THE SIX MONTHS ENDED APRIL 30, 1995 (UNAUDITED)

                              (in thousands)

<TABLE>
<S>                                                              <C>             <C>
INVESTMENT INCOME                                               
Dividends                                                                        $      10,802
Interest                                                                                 4,940
                                                                                 -------------
  Total investment income (net of nonrebatable
  foreign taxes withheld at source which
  amounted to $235)                                                                     15,742

EXPENSES
Management fee                                                   $      2,280
Service fee                                                               957
Distribution fee - Class B                                              1,016
Transfer agent                                                          1,224
Bookkeeping fee                                                           150
Trustees fee                                                               19
Custodian fee                                                              32
Audit fee                                                                  22
Legal fee                                                                   6
Registration fee                                                           45
Reports to shareholders                                                     9
Other                                                                      30            5,790
                                                                 ------------    -------------
  Net Investment Income                                                                  9,952
                                                                                 -------------

NET REALIZED & UNREALIZED GAIN (LOSS) ON PORTFOLIO POSITIONS

Net realized gain on:
Investments                                                            36,898
Foreign currency transactions                                              28
                                                                 ------------

  Net Realized Gain                                                                     36,926
Net unrealized appreciation (depreciation) during
the period on:

Investments                                                            24,877
Foreign currency transactions                                              (5)
                                                                 ------------
  Net Unrealized Appreciation                                                           24,872
                                                                                 -------------
   Net Gain                                                                             61,798
                                                                                 -------------
Net Increase in Assets From Operations                                           $      71,750
                                                                                 =============


See notes to financial statements.

</TABLE>


                                       16


<PAGE>

                    STATEMENT OF CHANGES IN NET ASSETS
                              (in thousands)
<TABLE>
<CAPTION>
                                                               (Unaudited)
                                                             Six months ended     Year ended
                                                                 April 30         October 31
                                                             ----------------     ----------
                                                                   1995              1994

<S>                                                            <C>                <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income                                          $      9,952       $    13,905
Net realized gain                                                    36,926            50,974
Net unrealized appreciation (depreciation)                           24,872           (61,930)
                                                               ------------       -----------
  Net Increase from Operations                                       71,750             2,949
Distributions:
From net investment income - Class A                                 (7,461)          (10,658)
From net realized gains - Class A                                   (34,321)          (15,320)
From net investment income - Class B                                 (2,691)           (2,687)
From net realized gains - Class B                                   (16,631)           (4,145)
                                                               ------------       -----------
                                                                     10,646           (29,861)
                                                               ------------       -----------
Fund Share Transactions:
Receipts for shares sold - Class A                                   30,247            96,683
Receipts for shares issued in the acquisition
  of Liberty Financial Growth and Income Fund                        36,806
Value of distributions reinvested - Class A                          37,486            22,779
Cost of shares repurchased - Class A                                (48,095)          (62,378)
                                                               ------------       -----------
                                                                     56,444            57,084
                                                               ------------       -----------
Receipts for shares sold - Class B                                   33,263           169,110
Value of distributions reinvested - Class B                          18,207             6,421
Cost of shares repurchased - Class B                                (22,304)          (28,224)
                                                               ------------       -----------
                                                                     29,166           147,307
                                                               ------------       -----------
  Net Increase from Fund Share Transactions                          85,610           204,391
                                                               ------------       -----------
    Total Increase                                                   96,256           174,530
NET ASSETS
Beginning of period                                                 819,397           644,867
                                                               ------------       -----------
End of period (including undistributed net
  investment income of $930 and $1,133, respectively)          $    915,653       $   819,397
                                                               ============       ===========

NUMBER OF FUND SHARES
Sold - Class A                                                        3,927            11,383
Issued in acquisition of Liberty Financial
  Growth and Income Fund                                              4,735
Issued for distributions reinvested - Class A                         5,166             2,821
Repurchased - Class A                                                (6,259)           (7,202)
                                                               ------------       -----------
                                                                      7,569             7,002
                                                               ------------       -----------
Sold - Class B                                                        4,316            20,623
Issued for distributions reinvested - Class B                         2,512               794
Repurchased - Class B                                                (2,904)           (3,371)
                                                               ------------       -----------
                                                                      3,924            18,046
                                                               ------------       -----------
Net Increase in Shares Outstanding                                   11,493            25,048
                                                               ============       ===========
See notes to financial statements.

</TABLE>


                                       17

<PAGE>

                       NOTES TO FINANCIAL STATEMENTS
                        APRIL 30, 1995 (UNAUDITED)

NOTE 1. INTERIM FINANCIAL STATEMENTS
In the opinion of management of The Colonial Fund (the Fund), a series of
Colonial Trust III, the accompanying financial statements contain all normal and
recurring adjustments necessary for the fair presentation of the financial
position of the Fund at April 30, 1995, and the results of its operations, the
changes in its net assets and the financial highlights for the six months then
ended.

NOTE 2.  ACCOUNTING POLICIES
ORGANIZATION: The Fund is a Massachusetts business trust, registered under the
Investment Company Act of 1940, as amended, as a diversified, open-end,
management investment company. The Fund may issue an unlimited number of shares.
The Fund offers Class A shares sold with a front-end sales charge and Class B
shares which are subject to an annual distribution fee and a contingent deferred
sales charge. Class B shares will convert to Class A shares when they have been
outstanding approximately eight years. The following significant accounting
policies are consistently followed by the Fund in the preparation of its
financial statements and conform to generally accepted accounting principles.

SECURITY VALUATION AND TRANSACTIONS: Equity securities are valued at the last
sale price or, in the case of unlisted or listed securities, for which there
were no sales during the day, at current quoted bid prices.

Debt securities are valued by a pricing service based upon market transactions
for normal, institutional-size trading units of similar securities. When
management deems it appropriate, an over-the-counter or exchange bid quotation
is used.

Forward currency contracts are valued based on the weighted value of the
exchange traded contracts with similar durations.

Short-term obligations with a maturity of 60 days or less are valued at
amortized cost.

Portfolio positions which cannot be valued as set forth above are valued at fair
value under procedures approved by the Trustees.

Security transactions are accounted for on the date the securities are purchased
or sold.

Cost is determined and gains and losses are based upon the specific
identification method for both financial statement and federal income tax
purposes.

The Fund may trade securities on other than normal settlement terms. This may
increase the risk if the other party to the transaction fails to deliver and
causes the Fund to subsequently invest at less advantageous prices.

DETERMINATION OF CLASS NET ASSET VALUES AND FINANCIAL HIGHLIGHTS: All income,
expenses (other than the Class B distribution fee), realized and unrealized
gains (losses) are allocated to each class proportionately on a daily basis for
purposes of determining the net asset value of each class.


                                       18


<PAGE>

                  Notes to Financial Statements/April 30, 1995
- --------------------------------------------------------------------------------

Per share data was calculated using the average shares outstanding during the
period. In addition, Class B net investment income per share data reflects the
distribution fee per share applicable to Class B shares only.

Class B ratios are calculated by adjusting the expense and net investment income
ratios for the Fund for the entire period by the distribution fee applicable to
Class B shares only.

FEDERAL INCOME TAXES: Consistent with the Fund's policy to qualify as a
regulated investment company and to distribute all of its taxable income, no
federal income tax has been accrued.

INTEREST INCOME, DEBT DISCOUNT AND PREMIUM: Interest income is recorded on the
accrual basis. Original issue discount is accreted to interest income over the
life of a security with a corresponding increase in the cost basis; premium and
market discount are not amortized or accreted.

DISTRIBUTIONS TO SHAREHOLDERS:  Distributions to shareholders are recorded on
the ex-date.

The amount and character of income and gains to be distributed are determined in
accordance with income tax regulations which may differ from generally accepted
accounting principles.

FOREIGN CURRENCY TRANSACTIONS: The Fund has adopted Statement of Position 93-4,
Foreign Currency Accounting and Financial Statement Presentation for Investment
Companies. Accordingly, net realized and unrealized gains (losses) on foreign
currency transactions includes the fluctuation in exchange rates on gains and
losses between trade and settlement dates on securities transactions, gains and
losses arising from the disposition of foreign currency, and currency gains and
losses between the accrual and payment dates on dividends and interest income
and foreign withholding taxes.

The Fund does not distinguish that portion of gains and losses on investments
which is due to changes in foreign exchange rates from that which is due to
changes in market prices of the investments. Such fluctuations are included with
the net realized and unrealized gains and losses from investments.

FORWARD CURRENCY CONTRACTS: The Fund may enter into forward currency contracts
to purchase or sell foreign currencies at predetermined exchange rates in
connection with the settlement of purchases and sales of securities. The Fund
may also enter into forward currency contracts to hedge certain other foreign
currency denominated assets. The contracts are used to minimize the exposure to
foreign exchange rate fluctuations during the period between trade and
settlement date of the contracts. All contracts are marked-to-market daily,
resulting in unrealized gains or losses which become realized at the time the
forward currency contracts are closed or mature. Realized and unrealized gains
(losses) arising from such transactions are included in net realized and
unrealized gains (losses) on foreign currency transactions. Forward currency
contracts do not eliminate fluctuations in the prices of the Fund's portfolio
securities. While the maximum potential loss from such contracts


                                       19


<PAGE>

                  Notes to Financial Statements/April 30, 1995
- --------------------------------------------------------------------------------

FOREIGN CURRENCY CONTRACTS - CONT.
is the aggregate face value in U.S. dollars at the time the contract was opened,
the actual exposure is typically limited to the change in value of the contract
(in U.S. dollars) over the period it remains open.  Risks may also arise if
counterparties fail to perform their obligations under the contracts.

OTHER: Corporate actions are recorded on the ex-date (except for certain foreign
securities which are recorded as soon after ex-date as the Fund becomes aware of
such), net of nonrebatable tax withholdings. Where a high level of uncertainty
as to collection exists, income on securities is recorded net of all tax
withholdings with any rebates recorded when received.

The Fund's custodian takes possession through the federal book-entry system of
securities collateralizing repurchase agreements. Collateral is marked-to-
market daily to ensure that the market value of the underlying assets remains
sufficient to protect the Fund. The Fund may experience costs and delays in
liquidating the collateral if the issuer defaults or enters bankruptcy.

NOTE 3.  FEES AND COMPENSATION PAID TO AFFILIATES
MANAGEMENT FEE:  Colonial Management Associates, Inc. (the Adviser) is the
investment adviser of the Fund and furnishes accounting and other services and
office facilities for a monthly fee equal to 0.55% annually of the Fund's
average net assets.

BOOKKEEPING FEE: The Adviser provides bookkeeping and pricing services for
$27,000 per year plus 0.035% of the Fund's average net assets over $50 million.

TRANSFER AGENT: Colonial Investors Service Center, Inc., (the Transfer Agent),
an affiliate of the Adviser, provides shareholder services and receives a
monthly fee equal to 0.25% annually of the Fund's average net assets, and
receives a reimbursement for certain out of pocket expenses.

UNDERWRITING DISCOUNTS, SERVICE AND DISTRIBUTION FEES: The Adviser, through
Colonial Investment Services, Inc., (the Distributor), is the Fund's principal
underwriter. For the six months ended April 30, 1995, the Distributor retained
net underwriting discounts of $85,919 on sales of the Fund's Class A shares and
received contingent deferred sales charges (CDSC) of $493,293 on Class B share
redemptions.

The Fund has adopted a 12b-1 plan which requires the payment of a distribution
fee equal to 0.75% annually of the average net assets attributable to Class B
shares. The plan also requires the payment of a service fee to the Distributor
as follows:

<TABLE>
<CAPTION>

        Value of shares                              Annual
   outstanding on the 20th of                         Fee
  each month which were issued                        Rate
- ------------------------------                       ------
<S>                                                   <C>
Prior to April 1, 1989                                0.15%
On or after April 1, 1989                             0.25%

</TABLE>


                                       20


<PAGE>

                  Notes to Financial Statements/April 30, 1995
- --------------------------------------------------------------------------------

The CDSC and the fees received from the 12b-1 plan are used principally as
repayment to the Distributor for amounts paid by the Distributor to dealers who
sold such shares.

OTHER:  The Fund pays no compensation to its officers, all of whom are employees
of the Adviser.

The Fund's Trustees may participate in a deferred compensation plan which may be
terminated at any time. Obligations of the plan will be paid solely out of the
Fund's assets.

NOTE 4.  PORTFOLIO INFORMATION
INVESTMENT ACTIVITY: During the six months ended April 30, 1995, purchases and
sales of investments, other than short-term obligations, were $293,228,922 and
$357,219,636, respectively, of which $4,583,079 and $4,753,009, respectively,
were U.S. government securities.

Unrealized appreciation (depreciation) at April 30, 1995, based on cost of
investments for federal income tax purposes was:
<TABLE>
                <S>                                <C>
                Gross unrealized appreciation      $   131,882,202
                Gross unrealized depreciation          (24,503,863)
                                                   ---------------
                   Net unrealized appreciation     $   107,378,339
                                                   ===============
</TABLE>

OTHER: There are certain additional risks involved when investing in foreign
securities that are not inherent with investments in domestic securities. These
risks may involve foreign currency exchange rate fluctuations, adverse political
and economic developments and the possible prevention of currency exchange or
other foreign governmental laws or restrictions.

The Fund may focus its investments in certain industries, subjecting it to
greater risk than a fund that is more diversified.

NOTE 5.  RESULTS OF SPECIAL SHAREHOLDERS MEETING
On February 15, 1995, a special meeting of shareholders was held and a new
Management Agreement between the Trust and Colonial Management Associates, Inc.
was approved that became effective upon the completion of the merger of the The
Colonial Group, Inc. and Apple Merger Corporation, a subsidiary of Liberty
Financial Companies, Inc. on March 24, 1995. Out of the shares of beneficial
interest outstanding on December 9, 1994, 74,003,431 voted for the new
Management Agreement, 1,075,852 voted against and 3,340,423 abstained. Of the
shares of beneficial interest outstanding that abstained 347,522, represented
broker non-votes.


                                       21


<PAGE>

                  Notes to Financial Statements/April 30, 1995
- --------------------------------------------------------------------------------

NOTE 6.  MERGER INFORMATION
On March 24, 1995, Liberty Financial Growth and Income Fund (LFGIF) was merged
into the Fund by a non-taxable exchange of 4,734,891 shares of the Fund (valued
at $36,806,337) for the 4,713,999 of LFGIF shares then outstanding. The assets
of LFGIF acquired included unrealized appreciation of $1,319,964. The aggregate
net assets of the Fund and LFGIF immediately after the merger were $879,529,274.



                                       22



<PAGE>
                            FINANCIAL HIGHLIGHTS (a)

(Selected date for a share of each class outstanding through each period are as
follows:)

<TABLE>
<CAPTION>
                                (unaudited)
                             Six months ended
                                  April 30                                   Year ended October 31                          
                             -----------------------       --------------------------------------------------------- 
                                    1995                            1994                             1993(b)     
                             Class A         Class B         Class A        Class B         Class A          Class B 
- --------------------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>              <C>           <C>             <C>              <C>
Net asset value-                                                                                                     
 Beginning of period         $8.060          $8.050           $8.410        $8.400          $7.390           $7.390  
                             ------          ------           ------        ------          ------           ------  
INCOME FROM INVESTMENT OPERATIONS:                                                                                   
Net investment income         0.209           0.152            0.171         0.109           0.156            0.104  
Net realized and                                                                                                     
unrealized gain (loss)        0.429           0.457           (0.116)       (0.111)          1.293            1.282  
                             ------          ------           ------        ------          ------           ------  
 Total from Investment                                                                                               
  Operations                  0.638           0.609            0.055        (0.002)          1.449            1.386  
                             ------          ------           ------        ------          ------           ------  
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS:                                                                   
From net                                                                                                             
investment income            (0.107)         (0.078)          (0.160)       (0.103)         (0.147)          (0.094) 
From net                                                                                                             
realized gains               (0.501)         (0.501)          (0.245)       (0.245)         (0.282)          (0.282) 
                             ------          ------           ------        ------          ------           ------  
 Total Distributions                                                                                                 
  Declared to Shareholders   (0.608)         (0.579)          (0.405)       (0.348)         (0.429)          (0.376) 
                             ------          ------           ------        ------          ------           ------  
Net asset value-                                                                                                     
 End of period               $8.090          $8.080           $8.060        $8.050          $8.410           $8.400  
                             ------          ------           ------        ------          ------           ------  
Total return (d)               8.83%(e)        8.42%(e)         0.74%       (0.04%)          20.21%           19.38% 
                             ------          ------           ------        ------          ------           ------  
RATIOS TO AVERAGE NET ASSETS                                                                                         
Expenses                       1.15%(f)        1.90%(f)         1.14%         1.89%           1.10%            1.85% 
Net investment income          2.65%(f)        1.90%(f)         2.07%         1.32%           1.94%            1.19% 
Portfolio turnover               64%(f)          64%(f)           54%           54%             14%              14% 
Net assets at end                                                                                                    
of period (000)            $618,768        $296,885         $555,275       264,122         520,706          124,161  
</TABLE>
        
(a) Per share data was calculated using average shares outstanding during the
    period.

(b) All per share amounts have been restated to reflect the 3-for-1 stock split
    effective December 10, 1993.

(c) Class B shares were initially offered on May 5, 1992. Per share amounts
    reflect activity from that date.

(d) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or CDSC.

(e) Not annualized.

(f) Annualized.

                                        23

<PAGE>

                       FINANCIAL HIGHLIGHTS (A) -CONTINUED

(Selected date for a share of each class outstanding throughout each period 
are as follows:)

<TABLE>
<CAPTION>
                                               Year ended October 31
                             -----------------------------------------------------
                                    1992(B)                  1991(B)       1990(B)
                              Class A   Class B(c)           Class A       Class A
- ----------------------------------------------------------------------------------
<S>                           <C>       <C>                  <C>           <C>
Net asset value-
 Beginning of period        $  7.050   $ 7.440               $5.700        $6.850
                            --------   -------               ------        ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income          0.173     0.052                0.218         0.256
Net realized and
unrealized gain (loss)         0.489    (0.044)               1.509        (0.979)
                            --------   -------               ------        ------
 Total from Investment
  Operations                   0.662     0.008                1.727        (0.723)
                            --------   -------               ------        ------
LESS DISTIBUTIONS DECLARED TO SHAREHOLDERS:
From net
investment income             (0.185)   (0.058)              (0.222)       (0.276)
From net
realized gains                (0.137)     --                 (0.155)       (0.151)
                            --------   -------               ------        ------
 Total Distributions
 Declared to Shareholders     (0.322)   (0.058)              (0.377)       (0.427)
                            --------   -------               ------        ------
Net asset value-
 End of period              $  7.390   $ 7.390               $7.050        $5.700
                            ========   =======               ======        ======
Total return(d)                 9.65%   (0.31%)(e)            31.23%      (11.17%)
                            ========   =======               ======        ======
RATIOS TO AVERAGE NET ASSETS
Expenses                        1.09%     1.84%(f)             1.06%         1.04%
Net investment income           2.52%     1.77%(f)             3.35%         4.05%
Portfolio turnover                37%       37%(f)               36%           41%
Net assets at end
of period (000)             $413,228   $15,582             $366,808      $285,265
</TABLE>

(a) Per share data was calculated using average shares outstanding during the
    period.

(b) All per share amounts have been restated to reflect the 3 for 1 stock split
    effective December 10, 1993.

(c) Class B shares were initially offered on May 5, 1992. Per share amounts
    reflect activity from that date.

(d) Total return at net asset value assuming all distributions reinvested and no
    initial sales charge or CDSC.

(e) Not annualized.

(f) Annualized.

                                       24

<PAGE>
                              SHAREHOLDER SERVICES
                            TO MAKE INVESTING EASIER

Colonial has one of the most extensive selections of shareholder services
available.  Your financial advisor can help you activate any of these services,
or call Colonial directly at 1-800-345-6611.

AFFORDABLE ADDITIONAL INVESTMENTS:  Add to you account with as little as $50;
$25 for an IRA account.

FREE EXCHANGES*:  Exchange all or part of your account into the same share class
of another Colonial fund, by phone or mail, as your needs change over time.

EAST ACCESS TO YOUR MONEY*:  Make withdrawals from your account by phone, by
mail or, for certain funds, by check.  We will mail a check (up to $50,000) if
your address hasn't changed within 60 days.

ONE-YEAR REINSTATEMENT PRIVILEGE:  If you need access to your money, but then
choose to return it to Colonial within one year, you can reinvest in any
Colonial fund of the same share class without any penalty or sales charges.

FUNDAMATIC:  Make periodic investments as low as $50 from your checking account
to your Colonial account.

SYSTEMATIC WITHDRAWAL PLAN (SWP):  Receive monthly, quarterly, or semiannual
payments via check or bank transmission.  There is a $5,000 account value
required, but no minimum for the payment amount.  SWPs by check are processed on
the 10th of each month, including the April 1995 payment.

AUTOMATED DOLLAR COST AVERAGING:  Transfer money on a monthly basis from any
Colonial fund with a balance of $5,000 into the same share class of up to four
other Colonial funds.  Minimum for each transfer is $100.

LOW COST IRAS:  Choose from a broad range of retirement plans, including IRAs.

*  Redemptions and exchanges are made at the next determined net asset value
after the request is received by Colonial.  Proceeds may be more or less than
your original cost.  The exchange privilege may be terminated at any time.
Investors who purchase Class B or Class D shares, or $1 million or more of 
Class A shares, may be subject to a contingent deferred sales charge.





                                       25


<PAGE>

                           SHAREHOLDER COMMUNICATIONS
                              TO KEEP YOU INFORMED


To make recordkeeping easy and keep you up-to-date on the performance of your
investments, you can expect to receive the following information about your
Colonial account:

TRANSACTION CONFIRMATIONS:  Each time you make a purchase, sale, or exchange,
you receive a confirmation statement within just a few days.

QUARTERLY STATEMENTS:  Every three months, if any transactions are made that
affect your share balance, this statement reports on your account activity
during the quarter (including any reinvestment of dividends).  This statement
also provides year-to-date information.

COLONIAL SHAREHOLDER NEWS:  Mailed with your quarterly account statements, this
newsletter highlights timely investment strategies, portfolio manager
commentary, and shareholder service updates.

TAX FORMS AND YEAR-END TAX GUIDE:  Easy-to-use forms and timely information are
designed to make tax reporting simpler.  (Usually mailed in January).

AVERAGE COST BASIS STATEMENTS:  If you sold or exchanged shares during the year,
this statement may help you calculate your gain/loss for tax purposes.  (Usually
mailed in February).





                                       26


<PAGE>

                             HOW TO REACH COLONIAL
                             BY PHONE OR BY MAIL

BY TELEPHONE

COLONIAL CUSTOMER CONNECTION - 1-800-345-6611

For 24-hour account information, call from your touch-tone phone.  (Rotary
callers will be automatically connected to a representative during business
hours).  A recorded message will guide you through the menu:

<TABLE>
<S>                                                                 <C>
For fund prices, dividends, and capital gains information.......    press 1

For account information.........................................    press 2

To speak to a Colonial representative...........................    press 3

For yield and total return information..........................    press 4

For duplicate statements or new supply of checks................    press 5

To order duplicate tax forms and year-end statements............    press 6
(February through May)

To review your options at any time during your call.............    press *
</TABLE>

To speak with a shareholder services representative about your account, call
Monday to Friday, 8am to 8pm ET, and Saturdays from February through mid-April,
10am to 2pm ET.

COLONIAL TELEPHONE TRANSACTION DEPARTMENT - 1-800-422-3737

To purchase, exchange, or sell shares by telephone, call Monday to Friday, 9am
to 8pm ET.  Transactions received after 4pm will receive the next business day's
closing price.

COLONIAL LITERATURE DEPARTMENT - 1-800-248-2828

To request literature on any Colonial fund, call Monday to Friday, 8:30am to
6:30pm ET.

BY MAIL

COLONIAL INVESTORS SERVICE CENTER, INC.
P.O. BOX 1722
BOSTON, MA  02105-1722







                                       27





<PAGE>

                         [LOGO COLONIAL MUTUAL FUNDS]

                            Earning Your Trust for
                              More Than 60 Years



                                    TRUSTEES

ROBERT J. BIRNBAUM
Trustee (formerly Special Counsel, Dechert, Price & Rhoades; President and Chief
Operating Officer, New York Stock Exchange, Inc.)

TOM BLEASDALE
Trustee (formerly Chairman of the Board and Chief Executive Officer, Shore Bank
& Trust Company)

LORA S. COLLINS
Attorney, Kramer, Levin, Naftalis, Nessen, Kamin & Frankel

JAMES E. GRINNELL
Private Investor

WILLIAM D. IRELAND, JR.
Trustee (formerly Chairman of the Board, Bank of New England -- Worcester)

RICHARD W. LOWRY
Private Investor

WILLIAM E. MAYER
Dean, College of Business and Management, University of Maryland (formerly Dean,
Simon Graduate School of Business, University of Rochester; Chairman and Chief
Executive Officer, C.S. First Boston Merchant Bank; and President and Chief
Executive Officer, The First Boston Corporation)

JOHN A. MCNEICE, JR.
Chairman of the Board and Director, The Colonial Group, Inc. and Colonial
Management Associates, Inc. (formerly Chief Executive Officer, The Colonial
Group, Inc. and Colonial Management Associates, Inc.)

JAMES L. MOODY, JR.
Chairman of the Board, Hannaford Bros. Co. (formerly Chief Executive Officer,
Hannaford Bros. Co.)

JOHN J. NEUHAUSER
Dean, Boston College School of Management

GEORGE L. SHINN
Financial Consultant (formerly Chairman, Chief Executive Officer and Consultant,
The First Boston Corporation)

ROBERT L. SULLIVAN
Management Consultant

SINCLAIR WEEKS, JR.
Chairman of the Board, Reed & Barton Corporation

                   COLONIAL INVESTMENT SERVICES, INC. (C)1995
      One Financial Center, Boston, Massachusetts 02111-2621, 617-426-3750

                               TF - 03/975A - 0495



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